EXHIBIT 99.2

Exhibit 99.2



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HUNTINGTON BANCSHARES INCORPORATED
Corporate Update Conference Call
Leader, Jay Gould
December 18, 2001


















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PAGE 2


Operator: Good afternoon. My name is Tina and I will
be your conference facilitator today. At
this time I would like to welcome everyone
to the Huntington Corporate Update
Conference Call. All lines have been placed
on mute to prevent any background noise.

After the speaker's remarks, there will be a
question and answer period. If you would
like to ask a question during this time,
simply press the number one on your
telephone keypad, and questions will be
taken in the order that they are received.
If you would like to withdraw your question,
press the pound key. Thank you. Mr. Gould,
you may begin your conference.

Mr. Gould: Thanks, Tina. And welcome again to everyone.
Thank you for joining us today. I'm Jay
Gould, Director of Investor Relations. Also
participating in today's call will be Tom
Hoaglin, Chairman, President and CEO, and
Mike McMennamin, Vice Chairman and Chief
Financial Officer. Before we begin the
formal remarks, some usual housekeeping
items.

Copies of the slides we will be reviewing
can be found on our website at
huntington-ir.com. If you have difficulty
finding these, please call Investor
Relations at 614-480-5676. Also, this call
is being recorded and will be available as a
rebroadcast starting later this evening
through December 28th. Please call Investor
Relations for more information on how to
access these recordings or playbacks, or if
you have difficulty getting a copy of the
slides we will be reviewing.

Finally, today's discussion, including the
Q&A period, may contain forward-looking
statements as defined by the Private
Securities Litigation Reform Act of 1995.
Such statements are based on information and
assumptions available at this time, and are
subject to change, risks and uncertainties
which may cause actual results to differ
materially. We assume no obligation to
update such statements. For a complete
discussion of risks and uncertainties,
please refer to Slide 14 and material filed
with the SEC, including our most recent 10K,
10Q or 8K filings.

With that out of the way, let me now turn
the meeting over to Tom. Tom?

Mr. Hoaglin: Thank you, Jay. And let me add my welcome to
all of you. Last July we made a commitment
to keep investors informed on a

PAGE 3


timely basis of performance trends and
progress made on our strategic initiatives.
As such, this call is scheduled to
accomplish two things. First, we want to
update you on fourth quarter performance
trends, including two one-time items, and
second, provide you with an update of where
we stand regarding the building of the new
Huntington. I will lead off the discussion
with an overview of fourth quarter
performance and a strategic update, and Mike
will then follow with more details of the
quarter. We want to leave ample time for
your questions, so let's move ahead.

Let me summarize what we want to cover today
on Slide 3. We are still comfortable with
the guidance given in October that we
expected fourth quarter operating earnings
of 29 cents to 31 cents per share. You will
recall this excludes the impact of any
ongoing restructuring charges related to the
strategic initiatives announced last July
and other one-time items. However, the
economy is weaker today than it was two
months ago. In addition, the length and
severity of this slowdown continues to be
very uncertain. As a result, net charge-offs
continue to rise, and our outlook regarding
future overall credit quality trends is more
uncertain.

We told you in October we were expecting
fourth quarter net charge-offs to be in the
range of 80 to 90 basis points. Today that
now looks more like 103 to 105 basis points.
This increase is primarily related to the
deterioration in the commercial loan
portfolio, and to a lesser degree, continued
weakness in the consumer portfolio. We
expect to report a $15-20 million, or 7 to
10%, increase in non-performing assets from
$210 million at September 30. This is
consistent with our October guidance.
Obviously, we're in the midst of the first
recession in a decade and it's having a
negative impact on credit quality throughout
the industry as well as at Huntington.
Throughout the year we have tightened our
underwriting and approval processes for both
the commercial and consumer areas.

In addition to the fourth quarter component
of the $215 million restructuring charge
announced in July, the quarter will reflect
two one-time items.

The first is a $32 million after-tax benefit
to tax expense related to the issuance of
REIT preferred stock. The second, and
related to the deterioration in credit
quality, is a decision to add $50 million to
the allowance for loan losses. In this type
of environment, we

PAGE 4


think that's the prudent thing to do. This
would be over and above the usual provision
expense which will cover charge-offs, plus
or minus any changes in period end loan
balances.

Our current forecast indicates total loans
outstanding at year-end could be lower than
levels at September 30. Mike will review the
fourth quarter and these particular issues
more in a moment.

We are also continuing to make good progress
on our strategic initiatives announced in
July. Let me take the next few minutes to
update you.

Slide 4 - you can see that a key strategic
initiative was the sale of our Florida
operations. This is on track for a February
closing. Recently, Sun Trust announced the
divestiture of seven branches to Florida
First on receipt of Justice Department
approval. And today, Sun Trust received
Federal Reserve approval. Importantly, we
are continuing to target 2002 EPS accretion
of three cents to five cents per share
associated with the Florida sale and
subsequent stock repurchase.

On Slide 5 you see that our branch
consolidation effort, likewise, is coming to
a close. Originally we targeted 43 branches
for consolidation. That number is now 38. As
we went through detailed planning for each,
with full consideration to the needs and
input of local markets, we decided to keep
five of them open. We have grown deposits in
the consolidated branches, exceeding our
more conservative assumption that deposits
would decrease. I think the strong
performance is an indication of the
execution skill and very positive spirit we
are seeing in our retail banking associates.
As a result of these consolidations, the
2002 non-interest expense run rate will be
reduced by about $4 million.

Speaking to expenses, Slide 6 shows the
progress we made so far on improving our
efficiency ratio this year. From a high of
62% in the first quarter, it had dropped to
57% in the third quarter, and we are
expecting a 1-2 percentage point additional
improvement in the fourth quarter.

In July we noted that we were committed to
taking about $40 million out of our 2000
expected expense growth. We are on track to
achieve this amount. Several factors
contributed to this including greater
discipline on capital expenditures,
increased

PAGE 5

focus on personnel costs and incentive
plans, and extracting more from our vendors.
One example of this was the negotiation of a
telecommunications contract which reduced
run rate expenses by $2.3 million per year.
That contract represents a 42% reduction in
annual costs. We are still comfortable with
our long-term efficiency goal of 48-52%.

Moving to Slide 7, let me just quickly
summarize the status of some of the other
achievements this year. First, our
management team is basically in place,
certainly at the highest levels. This is a
highly experienced, highly energized, and
high quality team dedicated to creating
shareholder value. Second, they are the
leaders building Huntington's new culture.
This is a culture where high quality service
to customers comes first, associates are
empowered to make decisions, and we all
behave like owners. To help build this
culture, we have introduced a sales
management process in the retail bank,
created an inclusive management philosophy
with input and dialogue at all employee
levels; including regular visits to the
regions to meet with local managers,
Huntington associates, customers and
shareholders. And we've initiated a
marketing campaign including media
commercials discussing the building of a
brand new Huntington.

We have also sharpened our pencils and are
managing our businesses by the numbers.
Analyzing the profitability and growth
potential of each business is a continual
process, a process akin to the one leading
to the Florida decision. We are improving
our internal financial reporting, pushing
performance responsibility and
accountability down to the business unit
level, including the retail branch level
next year. Fourth, we've strengthened our
balance sheet this year. This includes
reducing the portfolio of lower margin
assets, continuing to limit interest rate
risk exposure, bolstering loan reserves, and
tightening credit standards. Lastly, we are
focusing on improving the returns of our
businesses through attention to costs,
improving customer cross-sells, and better
market penetration within our current
footprint. I firmly believe you will
continue to see evidence of the progress
we're making in coming quarters as this
momentum builds, and especially when the
economy begins to strengthen.

With those comments, let me now turn the
call over to Mike to review the fourth
quarter trends. Mike?

PAGE 6



Mr. McMennamin: Thanks, Tom. Slide 9 provides a recap of
some of the expected fourth quarter
performance highlights compared with the
third quarter. Tom noted our operating
earnings per share are expected to be 29 to
31 cents. The annualized growth rate in
average loans is expected to be 2 to 3%
during the quarter versus 7% in the third
quarter. This growth is concentrated in
three portfolios: commercial real estate,
residential real estate, and home equity
lines. Indirect auto loans and leases will
be up slightly for the quarter, while
average commercial and automobile floor plan
loans should be down.

Turning to deposits, the third quarter
growth rate in average core deposits was
particularly strong given the deposit
campaign that we conducted in that period.
We are still seeing deposit growth at a
respectable 6 to 7% rate in the current
quarter however.

The net interest margin is expected to
expand 6 to 10 basis points, reflecting the
benefits of a lower interest rate
environment on our slightly
liability-sensitive interest rate risk
position. Expenses are expected to be down
slightly. As a result, we anticipate a one
to two percentage point improvement in the
efficiency ratio. Lastly, and as Tom
mentioned earlier, the loan loss reserve
ratio will increase from 1.67% at September
30th to 1.90% at year-end. I will provide
more credit quality comments in just a
moment.

Turning to Slide 10, as mentioned, fourth
quarter results include two one-time items.
In 1998 Huntington set up a wholly-owned
REIT subsidiary to consolidate real estate
assets in a separate entity that could be
used in the future to raise Tier 1 capital
and also provide some potential tax
benefits. The REIT currently holds most of
our mortgage-related assets, consisting of
commercial real estate and residential
loans.

At September 30th, the REIT had $7.2 billion
of assets. In the fourth quarter, and in
addition to the normal REIT activity, we
added $400 million of assets with the REIT
issuing $400 million in preferred stock, $50
million of which was subsequently sold to
the public, with the remaining $350 million
held in a Huntington subsidiary. The sale of
the preferred stock to the public served to
increase our tier one regulatory capital by
$50 million. Given the REIT structure, this
also resulted in a permanent tax benefit of
$32 million, which will be reflected in our
fourth quarter financials.

PAGE 7


The other one-time item was a decision to
make a $50 million pre-tax addition to the
allowance for loan losses. We believe this
is prudent given the current uncertain
economic outlook and deteriorating credit
quality trends. Importantly, this is on top
of the usual quarterly provision and covers
net charge-offs and any changes in
period-end loan balances. As a result, our
loan loss reserve will end the year at 1.90%
versus 1.67 at September 30th, and 1.45 at
the end of the first quarter.

Turning to Slide 11, as Tom noted, credit
quality trends deteriorated further during
the quarter. Net charge-offs are expected to
be in the 103 to 105 basis point range, well
above the 80 to 90 basis point guidance we
gave in October. This includes 7 basis
points of charge-offs for loans in
businesses we have exited and where reserves
were established in the second quarter
special charge. That is sub-prime auto and
truck and equipment loans.

Commercial charge-offs will increase
significantly with 85% of total commercial
charge-offs represented by four specific
credits. To a lesser degree, auto loan and
lease losses are also expected to increase.
This reflects the weakening consumer balance
sheet, softening of used car prices in the
quarter, and seasonal trends where fourth
quarter and first quarter losses are
typically 10 to 20% higher than those
experienced in the second and third quarters
of the calendar year. We are encouraged,
however, to see some recent firming in used
car prices over the last three to four
weeks.

Non-performing assets are expected to
increase 7 to 10%, or $15 to 20 million.
This is consistent with the +10% guidance
that we gave you in October. The
non-performing asset ratio will increase to
104 to 108 basis points from 97 basis points
in the third quarter. And as mentioned, our
loan loss reserve ratio will end the year at
1.90%.

As we approach the closing of the Florida
sale, we want to keep you abreast on the
financial dimensions of the transaction as
you do your modeling. Slide 12 shows that
coming off our balance sheet will be about
$2.7 billion of loans in Florida, and $4.7
billion in deposits. Earnings per share
accretion in 2002 is expected to be in the
three to five cent range from the sale and
the subsequent repurchase of stock.

The bottom of the slide shows that we expect
this transaction to

PAGE 8


throw off over $600 million in excess
capital that will be available for share
repurchase, given our targeted minimum
tangible common equity ratio of 6.5%. We
still expect to spend $300-400 million on
the buy-back program next year.

Before I turn this back to Tom, let me make
one final comment. The charge-off
performance this quarter is obviously
disappointing, but it's important to note
that we still expect to hit our earnings
projection while absorbing higher net
charge-offs in the quarter. With those
comments, let me turn this back over to Tom
for final remarks.

Mr. Hoaglin: Thanks, Mike. As we head into the Q&A
period, here are the main points I hope
we've made. First, fourth quarter estimated
operating earnings per share remains
consistent with our prior guidance. In these
uncertain times, strengthening the balance
sheet is the prudent decision. Importantly,
this was done without any negative impact to
our earnings run rate. Further, our
strategic initiatives remain fully on track,
and the company is increasingly energized by
our progress.

One last comment before Q&A, regarding our
2002 outlook, we intend to provide guidance
when we discuss our fourth quarter
performance next January. Thanks for your
understanding. This completes our prepared
remarks. Mike and I will be happy to take
your questions.

Mr. Gould: Operator, we're ready for questions.

Operator: At this time I would like to remind
everyone, in order to ask a question, please
press the number one on your telephone
keypad. Please hold for your first question.
Your first question is from Fred Cummings of
McDonald Investments.

Mr. Cummings: Good afternoon. I have two quick questions.
First, what would your normalized tax rate
be excluding the benefit that you're going
to receive this quarter, Mike? On a fully
tax equivalent basis, it looks like last
quarter is around 27%.

Mr. McMennamin: Fred, it would be around 26% on an operating
basis, excluding these special transactions.

Mr. Cummings: Okay. And then secondly, on the charge-off
side you noted that

PAGE 9


this was commercial. Can you comment on
what's going on with - were any of these
charge-offs of these four larger credits you
mentioned related to commercial real estate.

Mr. McMennamin: No, none of them were. Two of the credits
were manufacturing. Three of the credits
actually were manufacturing or
manufacturing-related, and the other credit
was in the retailing area. No commercial
real estate.

Mr. Cummings: Okay. Thank you.

Operator: Your next question comes from Jeff Davis of
Midwest Research.

Mr. Davis: Good afternoon. A follow-up question to
Fred's question. One is on the tax rates. Do
we have a permanent reduction going forward
with the recap of the REIT?

Mr. McMennamin: No, the tax rate going forward - the tax
rate for the year has been about 26% going
forward. It will be in the high 20's. We
will not have a permanent reduction on an
ongoing basis. This is a one-time
transaction.

Mr. Davis: Okay. And then just a little on the
technical side of the transaction. Are the
assets that are being contributed to the
REIT, is their market value under their tax
basis allowing you to in effect mark it to
market and capture a $32 million tax
benefit? Is that the gist of the
transaction?

Mr. McMennamin: That's exactly correct. The tax basis would
exceed the fair market value of the assets
that were contributed.

Mr. Davis: Okay. And then just a little further. Is the
preferred that is sold to the public, that's
now going to show up in our financials as a
minority interest?

Mr. McMennamin: Yes, that's correct - $50 million. And that
does count as Tier 1 capital for us.

Mr. Davis: Okay. And I know certainly we've seen some
of these transactions - Regions (Bank) has
used these. Is this something that you have
to get a letter ruling from the Service or a
tax opinion from your accountant if the
(Internal Revenue) Service doesn't come back
and say it's some sort of wash transaction?

PAGE 10


Mr. McMennamin: No, you do not get a letter of ruling from
the IRS on this. You certainly do get tax
opinions.

Mr. Davis: Okay. Very good. Thank you, gentlemen.

Mr. McMennamin: Thank you.

Operator: Your next question comes from Jim Agah from
Millennium Partners.

Mr. Agah: Good morning, gentlemen - or afternoon. A
couple of questions for you. First, I really
don't agree that you consider - this is more
of a comment than a question - but I don't
agree that you can consider a one-time
increase in provisions to be one-time in
nature. It's part of your ongoing business
of running a bank, managing credit. But my
first question has to do with Florida. It
says on page 12 that you have now expected
EPS accretion of three to five cents versus
your July presentation which was two to six.
So you're tightening up the reins there in
terms of expected accretion?

Mr. McMennamin: That's correct.

Mr. Agah: And, Mike, you said that you expect $300
million of repurchases in 2002?

Mr. McMennamin: I think what we have said is that we expect
to repurchase $300 to $400 million.

Mr. Agah: Three to four hundred million? So that EPS
accretion comes from that, not the $600
million plus that's highlighted on page 12.

Mr. McMennamin: That's correct.

Mr. Agah: Okay. And then in terms of 2002, I know you
guys want to speak to it in January, but
your assumptions at the time of the July
meeting were 55 basis points in net
charge-offs.

Mr. McMennamin: I think they were 65, but go ahead. I think
when we provided earnings guidance for the
second half and for 2002 at that time, we
assumed 65 basis points for both time
periods.

Mr. Agah: That's right. I stand corrected. So if
there's 65 basis points - were

PAGE 11


your original assumptions for '02, and the
current fourth quarter run rate is
substantially higher than that, you need a
big drop in net charge-offs to effectively
get to those numbers, assuming no change in
provision.

Mr.McMennamin: Well, the environment certainly has changed
from July when we made those projections.
And while we really don't want to get into
2002 projections and assumptions today,
suffice it to say that I think our
charge-off assumptions would be higher than
those that we had projected in July.

Mr. Agah: Okay. And then lastly -

Mr. Hoaglin: Jim, I was just going to comment that
clearly in the fourth quarter our charge-off
projections were much higher than we assumed
they would be in July also. But there were a
number of other things that were much
stronger which served to counteract the
impact of the higher charge-offs, meaning a
much higher margin, expenses were
considerably lower. All I want to offer is
that there are a lot of really good things
happening in the business which do not serve
to dampen our spirits as we face higher
charge-offs.

Mr. Agah: Right. I agree. The last question I was
going to ask is actually two parts. The fact
that you're now closing fewer branches - 38
as opposed to 43 - are you going to lower
the restructuring charges that still have to
come through in Q4?

Mr. McMennamin: The restructuring charges, we have not yet
determined those for the fourth quarter, and
also obviously for the first quarter. So
that's a decision yet to be made.

Mr. Agah: Okay. And then lastly, the $4 million - I
was going through the stuff, Mike - does the
$4 million annual non-interest expense saved
from the branch closings - does that - has
there been any change from the July
presentation when you showed your expected
savings or not?

Mr. McMennamin: Jim, it's probably down $1 million. I don't
remember the exact number we use, but
perhaps down slightly from the fewer number
of branches, but not substantively.

Mr. Agah: Okay. Good luck, guys. Thanks.

PAGE 12


Mr. McMennamin: Thank you.

Operator: Your next question comes from Derrick
Connally from Boston Partners.

Mr. Connally: I did not intend to enter the queue. Thank
you.

Mr. Gould: Thanks, Derrick.

Operator: Your next question comes from Barry Cohen of
Maverick.

Mr. Cohen: Good evening, gentlemen. Just a couple of
questions just for clarification. Can you
explain to me the mechanics of how income
from the assets being put into the REIT will
flow through to the bank? That would be my
first question - if at all.

Mr. McMennamin: The REIT is a second tier subsidiary of the
bank and it's wholly owned. So the income
from the REIT flows through the bank's
income and therefore through the
corporation's earnings. So if you looked at
an organization structure, you would have
HBI, the holding company. Right under that
you would have Huntington National Bank, and
then under that you would have a series of
subsidiaries which would include the REIT.
So it just flows right up through the bank
and then through the parent company.

Mr. Cohen: Now is that going to come in - I guess
really the question I'm asking to a certain
extent is that you're effectively an equity
holder in this. And are you going to flow
this through your net interest margin or are
you going to flow this through your fee
side?

Mr. McMennamin: No, this flows through the net interest
margin. From the reporting standpoint, it's
transparent as to - you get exactly the same
accounting treatment as if the bank owned
the assets or the subsidiary owned the
assets -

Mr. Cohen: Okay.

Mr. McMennamin: - in terms of geography of the income and
expense.

Mr. Cohen: Okay. And the other thing is I was
wondering, in your presentation in July, you
gentlemen went to some great lengths to
describe reinvigorating Michigan and also
your depository offerings. And I was
wondering if you can kind of give us an
update a little bit on

PAGE 13


Michigan? And also, what exactly is the
offering package that you're putting out
there for checking accounts and for bringing
in deposit rates outside of - now that
Florida was sold?

Mr. Hoaglin: Barry, this is Tom Hoaglin. In Michigan, we
have two regions, one East Michigan, so
that's the Detroit suburbs, and the other,
West Michigan, which would include the Grand
Rapids/Holland area and points north up to
Traverse City. Both regions have new
leadership this year. East Michigan received
a new leader, Bruce Nyberg, in April. And
Jim Dunlap, who was running our Florida
region, moved to West Michigan at the end of
August. I can tell you that in both cases,
the new leaders have really re-energized,
re-invigorated what we're doing up there.
We're seeing very positive business trends
that we had not seen previously.

Mr. Cohen: When you say business trends, could you be a
little more specific. Are they on the loan
side or the account growth side?

Mr. Hoaglin: Certainly on the account growth side, the
deposit side. But we're also getting lots of
additional loan opportunities. So it just
gives us confidence that we're going to be
able to reverse the trend, particularly in
West Michigan, that we experienced up until
now. So we feel pleased about how that's
coming along.

One change that we've instituted - I guess
it was September - is on the small business
side where we now offer what we call
business banking bundles, bundles of
services, making it much more attractive for
small business owners to do business with
us, both in pricing and in breadth of
services. That includes deposit products. We
have been offering free checking, a free
checking product in all of our markets,
including Michigan, money market accounts.
We've had very attractive pricing throughout
the last several months, and have recently
introduced on the CD side, what I would call
kind of a step pricing CD, so the customer
gets an option as to a certain rate if your
CD stays for a year, and a different rate at
two years, a different rate at three years.
That's been met with a great positive
reaction by consumers. So lots is happening
on the deposit product front.

Mr. Cohen: Okay. And I was going to ask one question
about that, but I can do it off-line. My
other one had to do with auto, and I was
wondering if you could give us a little
flavor of what's happening there in your
auto book. And specifically - this might not
be the right


PAGE 14


question, but I've never asked this so I
figured I would. A number of people who are
involved with the primary auto manufacturers
and the zero financing down will actually
get paid by the auto manufacturer a floating
rate above prime or something along those
lines. But sometimes residual guarantees,
sometimes now. And I was wondering if you
were involved in any of the dealer programs
with them?

Mr. McMennamin: To my knowledge we are not involved in those
programs. I'll talk just a little bit about
the auto business. It's obviously been an
interesting business over the last 60 days
as the 0% financing programs have been
introduced by the domestic auto
manufacturers. In October our volume was
really not adversely effected. Our volume
was actually at plan - what we had planned
late in 2000 - about $300 million - to put
it in perspective. In November, our volume
was down about 10% from plan. It was down to
about $250 million, so we did get adversely
impacted there. The mix of our business has
changed somewhat. We would have - earlier
this year the percentage of our production
in new cars as opposed to used cars would
have been about 45%. In September, that was
41%. In October, it dropped to 33%, and in
November, the percentage of new cars in our
production dropped to 28%. So we've got a
little different mix between new and used
cars. Our volume has been adversely impacted
somewhat, but we think that the pricing
within the market, albeit, with somewhat
lower volumes, has been reasonably
attractive.

Mr. Cohen: And does that play into roles in terms of
what your outlook is going to be for loss
rates a year from now, assuming a severity
change?

Mr. McMennamin: Well, I guess I'm really not prepared to
talk about that right this second in terms
of what our loss rates might be a year from
now.

Mr. Cohen: Okay. I appreciate your time. Thank you very
much.

Mr. McMennamin: Thank you.

Operator: Your next question comes from Fred Cummings
of McDonald Investments.

Mr. Cummings: As a follow-up, Tom, can you talk about the
mix of the charge-offs this quarter? You may
have mentioned it earlier, but I might have

PAGE 15


missed it - the write-down between
commercial and consumer?

Mr. McMennamin: Fred, this is Mike. There was a much heavier
mix towards the commercial area this time. I
really don't want to get into all the
numbers, but the consumer charge-offs total
will be up somewhat versus the third
quarter, but the big change - the big
increase really was on the commercial front.

Mr. Cummings: And, Mike, one last question. I don't know
if you can talk about it, but obviously
you're going to be taking a pretty big gain
in February when the Florida deal closes.
Have you thought about how you might
allocate that gain with respect to further
reserve building?

Mr. McMennamin: We really haven't. We obviously have thought
about it, Fred, but I don't think it's
something we'd want to talk about right now.
We certainly will take a look at the credit
picture at that point and the risk profile
of the portfolio, and make what decisions we
think are obviously appropriate. But as of
right now, I don't think we'd be - we'd be
speculating about what we might or might not
do in February.

Mr. Hoaglin: Fred, this is Tom. We just very much
continue on our game plan as previously
announced of proceeding with our stock
purchase plan and rebuilding our tangible
equity position up to 6.5%. That hasn't
changed at all. So we're trying to be very
consistent with what we articulated back in
July.

Mr. Cummings: Okay. Thank you.

Mr. McMennamin: You might be interested in some of the
numbers or projections on our capital ratio
because that is obviously very important,
and those numbers will change significantly
in 2002. We'll end up after the sale with a
tangible common equity asset ratio of over
9%. And even after buying about $350 million
of stock, which is just the mid-point, that
tangible common equity ratio at the end of
2002 is probably in the 7.5 to 7.75% range.

Operator: Your next question comes from John Balkind
of Fox Pitt.

Mr. Balkind: Hi, Tom. Hi, Mike. Just a couple of quick
questions. One, in terms of the reserve,
you're building it up to 1.90%. Could you
talk about what your unallocated piece is,
and sort of the split on

PAGE 16


what that's going towards, and are we going
to see it maintained up at that level going
into next year? Is it going to run back down
as it gets allocated to specific credit? And
then the second question is could you talk a
little bit about your budget process for
'02? Are you complete with it right now?

Mr. McMennamin: John, in terms of the unallocated, I really
don't want to get into that today. In terms
of the budget process, obviously the events
of the last couple of months have changed
the timing of that process I think for a lot
of people. We're finishing up the final
pieces of the budget as we speak, and we'll
be prepared to talk about that in the
January earnings call.

Mr. Hoaglin: John, this is Tom. I feel really good about
our budget process this year. I think
without being too unfair about the past,
there probably wasn't nearly as much effort
in the past put into kind of a bottoms up
view. So that I think we are developing a
pretty clear understanding about how we
accomplish our objectives next year - the
path in each of our businesses. So as we put
the finishing touches on this and give you a
guidance in January about 2002, I think
we're going to really understand far more
than we have in the past about how to get to
our objectives.

Mr. Balkind: Great. And then I guess just lastly, in
terms of the 1.90%, do you think we will
keep it up at this level or will we see this
come back in earnings next year?

Mr. McMennamin: Well, John, this is Mike. I think really to
comment on that would really be to
speculate. We don't know what the economic
environment and what the risk profile - the
portfolio will look like as we go through
the year. We think 1.90% is a reasonably
lofty reserve, but I don't think we'd be
prepared to talk about it. We also would
have told you three months ago - we did tell
you 1.67% we thought was a very appropriate
level, and we felt that very strongly at the
time. So I think that can change pretty
significantly. I just don't think we would
have any comment on it right now. We really
don't know.

Mr. Balkind: Okay. And I guess just one last thing if I
can. In terms of the Michigan competition.
With Fifth Third just finishing up in the
Grand Rapids market in terms of their
conversions, are you seeing any shifts in
their customer base, or are you getting any
increased opportunities? And is the totally
free checking in response to what

PAGE 17


they typically do in a market or is that
something that you're implementing
throughout the Huntington system?

Mr. Hoaglin: We've implemented - John, Tom - we've
implemented the free checking product
throughout Huntington markets. We are
getting opportunities in the Michigan area.
Fifth Third is a good, tough competitor, but
we are getting good opportunities where we
had not seen those previously for some
additional relationships. We're pleased
about that.

Mr. Balkind: Great. Thanks, guys.

Operator: Your next question comes from Jeff Davis at
Midwest Research.

Mr. Davis: My follow-up has been answered. Thank you.

Mr. Gould: Operator, are there any more questions?

Operator: No, sir, there are no further questions.

Mr. Gould: Okay. Tom?

Mr. Hoaglin: Thanks very much to one and all for joining
us, and we look forward to talking with you
again in January, and happy holidays.

Operator: This concludes today's conference. You may
now disconnect.